1. Agreement to these terms
These Terms of Service and End-User License Agreement (the "Terms") are a legal agreement between VantaSoft, Inc., a California corporation ("VantaSoft," "we," "us," or "our"), and the person or organization accessing VantaSoft Agent Service or another VantaSoft service that links to these Terms (collectively, the "Services").
By accessing or using the Services, you agree to these Terms. If you use the Services for a company or other organization, you represent that you have authority to bind that organization, and "you" includes that organization. If you do not agree, do not access or use the Services.
2. Customer agreements and order forms
VantaSoft customers may also enter into a signed service agreement, order form, statement of work, data-processing addendum, or other written agreement with us (a "Customer Agreement"). These Terms apply to the extent they do not conflict with a Customer Agreement. If there is a conflict, the Customer Agreement controls for that customer.
3. Limited right to use the Services
Subject to these Terms, any applicable Customer Agreement, and payment of applicable fees, VantaSoft grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable service term for your authorized internal business purposes.
VAS is a hosted and managed service. Except for the limited right above, no software or intellectual-property right is sold or transferred to you. Access is limited to users authorized by the applicable customer.
4. The VantaSoft Agent Service
VAS provides a customer-specific AI agent, approved tools, integrations, and workflows. The exact agent role, systems, channels, permissions, support, and service limits are defined in the Customer Agreement or otherwise approved in writing by the customer.
VantaSoft may update the Services to improve security, reliability, compatibility, or functionality, provided that updates do not materially reduce contracted core functionality during a paid service term.
5. Connected services and customer authorization
You may choose to connect third-party systems to VAS. You authorize VantaSoft to access and process information from each connected system only as needed to provide the customer-approved workflows. You are responsible for confirming that you have authority to connect each account, provide the data, and direct the requested processing.
You can withdraw authorization by disconnecting the integration through the applicable third-party service, asking an authorized customer administrator, or contacting VantaSoft. Some workflows will stop functioning after disconnection.
6. QuickBooks Online and Intuit
If you connect a QuickBooks Online company, you authorize VantaSoft to access and process the QuickBooks data covered by the permissions you approve through Intuit's OAuth authorization flow. VantaSoft uses that data only to perform the customer-approved functional use of VAS, as further described in our Privacy Policy.
You may disconnect VantaSoft through QuickBooks Online's connected-app settings or by emailing hello@vantasoft.com. After a valid disconnection or deletion request, VantaSoft handles OAuth credentials and QuickBooks data according to the disconnection, deletion, and retention terms in the Privacy Policy.
QuickBooks and Intuit are services and trademarks of Intuit Inc. VantaSoft is an independent service provider. Intuit does not sponsor, control, or warrant VAS, and these Terms do not modify your agreement with Intuit. Your use of QuickBooks remains subject to Intuit's terms and policies.
7. Customer data
As between you and VantaSoft, you retain ownership of data, content, records, and instructions that you or your connected systems provide to the Services ("Customer Data"). You grant VantaSoft a limited right to host, copy, transmit, transform, and otherwise process Customer Data only as needed to provide, secure, support, and maintain the Services, comply with law, and follow documented customer instructions.
You represent that you have all rights, notices, permissions, and consents needed for VantaSoft to process Customer Data as directed. You are responsible for the accuracy, legality, and integrity of Customer Data and for maintaining appropriate source records and backups.
8. Accounts and security responsibilities
You agree to:
- provide accurate account and authorization information;
- protect credentials, devices, sessions, connected accounts, and customer-admin access;
- limit access to authorized users with a business need;
- notify VantaSoft promptly of suspected unauthorized access, security incidents, or incorrect permissions; and
- maintain any customer-side safeguards reasonably required for the approved workflows.
You are responsible for actions taken through your authorized users and connected accounts unless caused by VantaSoft's breach of these Terms or an applicable Customer Agreement.
9. Acceptable use
You must not, and must not help another person to:
- use the Services unlawfully or violate another person's rights;
- access data, accounts, systems, or functionality without proper authorization;
- upload malicious code or interfere with the security, integrity, or availability of the Services;
- probe, scan, or test the vulnerability of the Services without prior written authorization;
- reverse engineer, decompile, copy, resell, sublicense, or create a competing service from VantaSoft technology, except where a restriction is prohibited by law;
- bypass access controls, usage limits, human-approval gates, or integration permissions;
- use the Services to send unlawful, deceptive, abusive, or unsolicited communications; or
- use output as the sole basis for a decision that produces legal or similarly significant effects on a person when applicable law requires human review or other safeguards.
10. Artificial intelligence and human oversight
The Services use probabilistic AI systems. Output may be incomplete, inaccurate, outdated, or unsuitable for a particular purpose. You must review output and proposed actions at a level appropriate to the risk before relying on them.
Unless a Customer Agreement expressly states otherwise, VAS does not provide legal, tax, accounting, investment, medical, employment, or other regulated professional advice. You remain responsible for business decisions, filings, payments, communications, and changes made to connected systems. Consult a qualified professional when appropriate.
11. VantaSoft intellectual property
VantaSoft and its licensors own the Services, software, workflows, designs, documentation, methods, and other technology, including all related intellectual-property rights. Customer Data remains yours as described above.
If you voluntarily provide feedback, you grant VantaSoft a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without identifying you or disclosing your Confidential Information.
12. Privacy and confidentiality
Our Privacy Policy describes how we handle personal and connected-service data. Confidentiality obligations in a Customer Agreement apply in addition to these Terms.
13. Fees, term, and renewal
Fees, billing, service term, renewal, cancellation notice, and any refund terms are stated in the applicable Customer Agreement. If no Customer Agreement states otherwise, fees are non-refundable to the extent permitted by law and access ends when the applicable paid term ends.
14. Third-party services
The Services may depend on third-party platforms, APIs, model providers, hosting providers, communications services, and other systems that VantaSoft does not control. Their availability and functionality may change. VantaSoft is not responsible for a third-party service itself, but remains responsible for its own obligations when selecting and using service providers to operate VAS.
15. Suspension and termination
VantaSoft may suspend access when reasonably necessary to address a security risk, unlawful use, material breach, overdue payment, or harm to the Services or another person. When practical, we will provide notice and an opportunity to cure before suspension.
Termination rights and notice periods are stated in the Customer Agreement. Upon termination, your right to use the Services ends. Data export, return, deletion, and retention are governed by the Customer Agreement and Privacy Policy. Provisions that by their nature should survive will survive, including ownership, payment obligations, disclaimers, liability limits, indemnification, and governing law.
16. Warranty disclaimer
To the fullest extent permitted by law, the Services are provided "as is" and "as available." VantaSoft disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade. VantaSoft does not warrant that the Services or AI output will be uninterrupted, error-free, or accurate.
This disclaimer does not limit any express warranty in a Customer Agreement or any warranty that cannot lawfully be disclaimed.
17. Limitation of liability
To the fullest extent permitted by law, neither VantaSoft nor its officers, employees, contractors, or suppliers will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, business opportunity, or data, arising from or related to the Services.
To the fullest extent permitted by law, VantaSoft's total aggregate liability arising from or related to the Services will not exceed the fees paid by the applicable customer to VantaSoft for the Services during the three months immediately before the event giving rise to the claim. A Customer Agreement may state a different cap, in which case that cap controls.
18. Indemnification
To the extent permitted by law, you will defend, indemnify, and hold harmless VantaSoft and its officers, employees, and contractors from third-party claims arising from your unlawful use of the Services, violation of these Terms, Customer Data, instructions, or connected systems, or infringement of another person's rights. This obligation does not apply to the extent a claim results from VantaSoft's breach, gross negligence, or willful misconduct.
19. Governing law and venue
California law governs these Terms without regard to conflict-of-law principles. Unless a Customer Agreement states otherwise, any action arising from these Terms or the Services must be brought in the state or federal courts located in Orange County, California, and each party consents to their jurisdiction.
20. Changes to these Terms
We may update these Terms to reflect changes to the Services, law, or our practices. We will post the revised Terms here and update the effective date. If a change materially affects a current paid customer's rights, we will provide additional notice when reasonably required. A signed Customer Agreement can be amended only as stated in that agreement.
21. General terms
You may not assign these Terms without VantaSoft's written consent. VantaSoft may assign them in connection with a merger, reorganization, financing, or sale of all or substantially all relevant assets. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. Section headings are for convenience only.
22. Contact
Questions about these Terms, support, or a QuickBooks disconnection can be sent to hello@vantasoft.com.
VantaSoft, Inc.
Irvine, California, United States